Item 1.
| Subject Company Information. |
The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Schedule”) relates is Cementos Pacasmayo S.A.A., a publicly-held corporation (sociedad anónima abierta) organized under the laws of Peru (the “Company”). The address of the principal executive offices of the Company is Calle La Colonia 150, Urbanización El Vivero, Surco, Lima, Perú, and the telephone number of the principal executive offices of the Company is +(511) 317 6000.
This Schedule relates to the Company’s common shares, par value S/ 1.00 per share (the “Common Shares”), and American Depositary Shares (the “ADSs”), each of which represents five Common Shares. As of September 30, 2026, there were 423,868,449 Common Shares outstanding, of which an estimated 44,186,300 Common Shares were represented by an estimated 8,837,260 issued and outstanding ADSs.
Item 2.
| Identity and Background of Filing Person. |
The Company’s name, business address and business telephone number are set forth in Item 1 above.
This Schedule relates to the tender offer disclosed in a Tender Offer Statement and Rule 13e-3 Transaction Statement under cover of Schedule TO, filed on October 21, 2026 (the “Schedule TO”), of Inversiones ASPI S.A., a Peruvian sociedad anónima (“Purchaser”), and a direct, majority-owned subsidiary of Holcim Ltd, a Swiss limited company (“Holcim”), to purchase (1) any and all of the outstanding Common Shares (other than Common Shares owned by Holcim and its affiliates), from U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which defines a U.S. holder as “any security holder resident in the United States”) and (2) any and all of the outstanding ADS (other than ADSs owned by Holcim and its affiliates), from holders, wherever located for S/ 8.93 per Common Share and S/ 44.65 per ADS (each such amount, the “Offer Price”), in each case, payable to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated as of October 22, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “U.S. Offer”).
The Offer Price paid to U.S. holders of Common Shares and holders of ADSs will be paid in U.S. dollars and will be converted from Peruvian Soles to U.S. dollars based on the “Applicable Exchange Rate” and will be deposited with Computershare Trust Company, N.A., which has been appointed by Purchaser to act as tender agent for the U.S. Offer, on the second trading day after the expiration date of the U.S. Offer. The Applicable Exchange Rate will be the Peruvian Sol/U.S. dollar exchange rate (tipo de cambio contable venta) published by the Superintendencia de Banca, Seguros y AFP (SBS) on its website on the expiration date of the U.S. Offer.
Concurrent with the U.S. Offer, the Purchaser is making an offer to purchase Common Shares from all holders of Common Shares (other than Common Shares owned by Holcim and its affiliates), wherever located, for the same price and on substantially the same terms as offered to purchase Common Shares in the U.S. Offer, in accordance with the provisions of the Consolidated Text of the Securities Market Law, which was approved by Supreme Decree No. 020-2023-EF (the “Peru Offer” and together with the U.S. Offer, the “Offers”).
On December 15, 2025, Holcim entered into a Share Purchase Agreement (the “Purchase Agreement”) with (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident, (ii) Farragut Holdings, Inc., a Cayman limited company ((i) and (ii) collectively, the “Sellers”) and (iii) Eduardo Hochschild Beeck, as representative of the Sellers, pursuant to which Holcim agreed to acquire from the Sellers 99.99% of the issued and outstanding shares of common stock of the Purchaser, in exchange for an aggregate cash purchase price of S/1,850,370,000 (the “ASPI Acquisition”). The ASPI Acquisition was consummated on March 30, 2026. The Purchaser owns 50.01% of the issued and outstanding common shares of the Company, which common shares are indirectly owned by Holcim following the ASPI Acquisition. Under the terms of the Purchase Agreement and based on Peruvian law, Holcim is required to launch and complete a public tender offer for at least an additional 24.99% of the Common Shares within the timeframe permitted under Peruvian law; the Offers are intended to satisfy such provision of the Purchase Agreement. As requested by Holcim, pursuant to Oficio No. 5172-2026-SMV/11.1 dated October 14, 2026, the Superintendencia del Mercado de Valores (“SMV”) granted an exception to Holcim, allowing the Peru Offer to be conducted by the Purchaser.
